8-KOther EventsExhibits & Filings

Warner Bros. Discovery, Inc. 8-K Report, Corporate Update (Mar 13, 2013)

Filed March 13, 2013For Securities:WBD

Summary

This Form 8-K filing from Discovery Communications, Inc. (now part of Warner Bros. Discovery, Inc.) on March 12, 2013, details a significant debt offering by its subsidiary, Discovery Communications, LLC (DCL). DCL is issuing and selling $350 million of 3.250% Senior Notes due 2023 and $850 million of 4.875% Senior Notes due 2043, totaling $1.2 billion in aggregate principal amount. Investors should note that the net proceeds from this offering are expected to be approximately $1.19 billion. These funds are earmarked for general corporate purposes, which may include strategic acquisitions, debt refinancing, working capital needs, capital expenditures, and potentially stock repurchases by the parent company, Discovery Communications, Inc. The offering is being conducted under a previously filed registration statement and is expected to close on March 19, 2013, subject to customary closing conditions.

Key Highlights

  • 1Discovery Communications, LLC (DCL) is issuing $350 million in 3.250% Senior Notes due 2023.
  • 2DCL is also issuing $850 million in 4.875% Senior Notes due 2043, for a total debt offering of $1.2 billion.
  • 3The offering is underwritten by J.P. Morgan Securities LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, and Credit Suisse Securities (USA) LLC.
  • 4Net proceeds from the offering are estimated to be approximately $1.19 billion.
  • 5Proceeds will be used for general corporate purposes, including potential acquisitions, debt repayment, working capital, and capital expenditures.
  • 6Discovery Communications, Inc. (the Guarantor) will unconditionally guarantee the notes.
  • 7The offering is expected to close on March 19, 2013, subject to standard closing conditions.

Frequently Asked Questions

The primary purpose of this 8-K filing is to disclose the details of a significant debt offering by its subsidiary, Discovery Communications, LLC. This includes the aggregate principal amount of notes being issued, their interest rates, maturity dates, and the expected net proceeds.

The net proceeds are intended for general corporate purposes. This broad category may include funding acquisitions of companies or businesses, repaying or refinancing existing debt, supporting working capital needs, financing capital expenditures, and potentially repurchasing the parent company's capital stock.

Discovery Communications, LLC is issuing a total of $1.2 billion in senior notes. This consists of $350 million of 3.250% Senior Notes due 2023 and $850 million of 4.875% Senior Notes due 2043. The 2023 notes were priced at 99.838% of their principal amount, and the 2043 notes were priced at 99.888% of their principal amount.

The parent company, Discovery Communications, Inc. (the Guarantor), will fully and unconditionally guarantee the obligations of Discovery Communications, LLC under these new notes and the related indenture. This guarantee is unsecured and unsubordinated.